B.Company
and Parent are parties to that certain Agreement and Plan of Merger dated January 4,
2005 (the Merger Agreement) pursuant to which the Company shall become a
wholly-owned subsidiary of Parent at the effective time of the merger
contemplated by such Merger Agreement.

C.The
parties to the Prior Agreement desire to amend and restate the Prior Agreement
to clarify certain provisions set forth in the Prior Agreement in light of the
Merger and to add the Parent as a party hereto.

D.Company,
Parent and Executive desire to enter into this Agreement to provide for
Executives employment by the Parent and Company, upon the terms and conditions
set forth herein.

NOW, THEREFORE, in consideration of the foregoing
facts and mutual agreements set forth below, the parties intending to be
legally bound, agree to amend and restate the Prior Agreement as follows:

1.Employment.

1.1.Employment Term. The term of Executives employment
commenced as of October 1, 2004 and shall continue until and through December 31,
2005 (the Initial Term), unless earlier terminated in accordance
herewith. Upon the expiration of the
Initial Term, this Agreement shall automatically renew for successive one (1) year
periods unless the Company and/or Parent provides Executive written notice of
its intent to terminate the Agreement no later than one hundred eighty (180)
days prior to the expiration of the then-current term. The period commencing as of the Effective
Date and ending on the date in which this Agreement expires or is terminated in
accordance herewith is hereinafter referred to as the Employment Term.

1.2.Duties;
Responsibilities. Executive shall
serve as President and Chief Development Officer of the Company and Parent. During the Term, Executive shall perform all
duties and accept all responsibilities incident to such positions or other
appropriate duties as may be assigned to him by the Parents Board of Directors
(the Parent Board). Executive shall
perform his duties consistent with his experience and abilities in furtherance
of the Parents and Companys interests and shall devote such amount of his
business time, attention, skill and energy as is required for the competent
performance and fulfillment of his duties and services specified herein or as

delegated by the Parent Board from time to
time, and the Parent and Company will be entitled to all of the benefits and
profits arising from or incident to all such work and services. Executive may attend to other business
interests so long as such activities do not interfere with the performance of
Executives duties hereunder and do not compete with the Parent or Company.

1.3.Best
Efforts. Executive will expend his
best efforts on behalf of Parent and Company, and will abide by all policies
and decisions made by Parent and Company, as well as all applicable federal,
state and local laws, regulations or ordinances. Executive will act in the best interest of Parent
and Company at all times.

2.Compensation.

2.1.Base
Salary. As compensation for Executives
performance of all of his duties hereunder, effective as of January 1,
2005, Company or Parent shall pay to Executive an annual base salary of Two
Hundred Thirty Five Thousand Dollars ($235,000) (Annual Base Salary), payable
in installments at such times as the Company or Parent, as the case may be, shall
pay its other senior level executives (but in any event no less often than
monthly), less required deductions for state and federal withholding tax,
social security and all other employment taxes and payroll deductions.

2.2.Annual Bonus. In addition to the Annual Base Salary, Executive shall be eligible
to receive an annual cash bonus in an amount to be determined by the Parent Board
(Annual Bonus), based on the satisfaction of objective criteria and
performance standards established in advance by the Parent Board with respect
to each fiscal year, which such criteria shall include, without limitation, the
achievement of specified (i) revenue milestones, (ii) gross profit
margins; and (iii) other bonus programs as determined by the Parent Board,
in its sole discretion. Any Annual Bonus
shall be determined and approved by, and at the sole discretion of, the Parent Board. The Annual Bonus, if any, shall be paid to
Executive within thirty (30) days after the end of the applicable fiscalyear.

2.3.Stock Option. Executives option (the Option) to
purchase 400,000 shares of the Companys Common Stock shall be assumed by
Parent in connection with the Merger and shall become an option to purchase 613,783
shares of Parent Common Stock (the Restricted Securities) which shall be
exercisable with respect to 1/48th of the Restricted Securities on
each one (1) month anniversary of the original grant date (so that the Option
will be fully exercisable four (4) years from the grant date), provided
that Executive must be serving as the Parents President up to and including
each such date. At such time as
Executive no longer holds the position of the Parents President, for any
reason whatsoever, the Parents Compensation Committee may, in its sole
discretion, elect to reduce, amend or otherwise adjust the amount and the
vesting schedule of any then unvested Restricted Securities. The Option shall be issued pursuant to the Parents standard form of
stock option agreement. Such options
shall provide that vesting will be accelerated upon a change of control of the Parent
in accordance with the terms and conditions of the Parents standard form stock
option agreement.

2.4.Additional Stock Options. Executive shall be eligible for grants of
stock options, restricted stock and other equity incentives pursuant to the one
or more equity incentive plans offered by the Parent from time to time on the
same terms applicable to the Parents other executive officers, subject to the
approval of the Parent Board. The Parent
Board, in its discretion,

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may provide for the
acceleration of unvested shares under certain circumstances in the applicable
option agreement.

2.5.Automobile Allowance. During the Employment Term, Executive shall
be entitled to receive a Seven Hundred Dollar ($700) monthly automobile allowance,
payable monthly in advance, which shall include all costs of attendant to the
use of the automobile, including, but not limited to, liability and property
insurance coverage, costs of maintenance and fuel. Notwithstanding the foregoing, the amount of
the foregoing monthly allowance shall be reviewed by the Parent annually.

2.6.Incentive
Compensation/Savings/Retirement. In
addition to the Annual Base Salary and the Annual Bonus, if any, payable as
hereinabove provided, Executive shall be entitled to participate in all
incentive compensation, savings and retirement plans, practices, policies and
programs generally applicable to senior level executives of Parent and/or
Company that are in effect during Executives employment with Parent and/or
Company.

3.Benefits.

3.1.Health
and Welfare Benefit Plans. During the
Employment Term, Executive and/or Executives family, as the case may be, shall
be eligible for participation in, and shall receive all benefits under, health
and welfare benefit plans, practices, policies and programs provided by Company
and/or Parent (including, without limitation, medical prescription, dental,
disability, salary continuance, employee life, group life, accidental death and
travel accident insurance plans and programs) to the extent generally
applicable to senior level executives of Company and/or Parent, subject to the
terms and conditions of Companys and/or Parents benefit plan documents,
policies or programs (collectively, the Benefit Coverages). Parent and Company each reserves the right to
change or eliminate Parents or Companys benefit plans, practices, policies or
programs on a company-wide, prospective basis, at any time.

3.2.Customary
Fringe Benefits. Executive shall be
entitled to all customary and usual fringe benefits generally available to
senior level executives of Parent and/or Company, subject to the terms and
conditions of Parents and/or Companys benefit plan documents, policies or
programs. Parent and Company each reserves
the right to change or eliminate the fringe benefits on a company-wide,
prospective basis, at any time.

3.3.Business
Expenses. Executive shall be
entitled to receive prompt reimbursement for all reasonable, out-of-pocket
business expenses incurred in the performance of his duties on behalf of Parent
and/or Company (including mobile telephone usage). To obtain reimbursement, expenses must be
submitted promptly with appropriate supporting documentation in accordance with
Parents and/or Companys policies.

3.4.Vacation. Executive shall be entitled to paid vacation
in accordance with the plans, policies, and programs of Parent and/or Company as
in effect for senior level executives of Parent and/or Company.

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4.Board Seat. So long as Executive holds the position of
either President and/or Chief Development Officer of Parent, Executive shall be
a member of the Parent Board and the Parent shall take any and all corporate
action required to perfect the foregoing.

5.Termination. The Agreement shall terminate upon the
occurrence of any of the following events.

5.1.Disability. The Company and Parent may terminate this
Agreement if Executive is unable substantially to perform his essential duties
and responsibilities hereunder, with or without accommodation, by reason of
illness, injury or incapacity for a period of six (6) consecutive months,
or for more than six (6) months in the aggregate during any twelve (12)
month period. In the event of such
termination, the Company or Parent shall pay Executive his Annual Base Salary
through the date of such termination, plus any amounts payable under Section 3.3
that were unreimbursed as of the date of termination. In addition, Executive shall be entitled,
subject to applicable law, to the following: (i) a lump sum severance
payment in an aggregate amount equal to one times (1x) Executives then-current
Annual Base Salary; (ii) a pro rata Annual Bonus for the year of
termination; (iii) any other amounts earned, accrued or owing but not yet
paid under Section 2 above; (iv) continued participation for what
would have been the remaining Employment Term in those Benefit Coverages in
which he was participating on the date of termination and which, by their
terms, permit a former employee to participate; and (v) any other benefits
in accordance with applicable plans and programs of the Company or Parent, as
the case may be; provided, however that the Company or Parent as the case may
be, shall only be required to pay for a continuation of health insurance the
Executive received during the Employment Term or other insurance comparable
thereto (i.e., COBRA health insurance) for so long as permitted under the
applicable insurance policy and by law. In
such event, the Company and Parent shall have no further liability or
obligation to Executive for compensation under this Agreement except as
otherwise specifically provided in this Agreement. Executive agrees, in the event of a dispute
under this Section 5.1, to submit to a physical examination by a licensed
physician selected by the Parent. The Parent
agrees that Executive shall have the right to have his personal physician
present at any examination conducted by the physician selected by the Parent.

5.2.Death.
This Agreement shall terminate in the
event of Executives death. In such
event, the Company or Parent shall pay to Executives executors, legal
representatives or administrators, as applicable, Executives Annual Base
Salary through the date of such termination, plus any amounts due under Section 3.3
that were unreimbursed as of the date of termination. In addition, Executives estate shall be
entitled to (i) a lump sum severance payment in an aggregate amount equal
to one times (1x) Executives then-current Annual Base Salary; (ii) a pro
rata Annual Bonus for the year of termination; (iii) any other amounts
earned, accrued or owing but not yet paid under Section 2 above; and (iv) any
other benefits in accordance with applicable plans and programs of the Company
or Parent, as the case may be. The
Company and Parent shall have no further liability or obligation under this
Agreement to Executives executors, legal representatives, administrators,
heirs or assigns or any other person claiming under or through him except as
otherwise specifically provided in this Agreement.

5.3.Cause.
The Parent and Company may terminate this
Agreement, at any time, for Cause, in which event all payments under this
Agreement shall cease, except for Annual Base Salary to the extent already
accrued. For purposes of this Agreement,
Executives employment may be terminated for Cause (i) immediately if
Executive is convicted of, or pleads guilty or no

4

contest to, a felony; (ii) following
the determination by the Parent Board (without Executives participation) that
Executive has engaged in fraud, intentional misconduct or intentional
misappropriation of Parent or Company funds or property; (iii) in the
event of a material breach of any material provision under this Agreement by
Executive (for reasons other than an inability to perform due to a documented
physical or mental condition), which breach, if capable of being cured, is not
cured by Executive within thirty (30) days following notice of same from the Parent
Board.

5.4.Constructive
Termination Without Cause.

(a)Constructive
Termination Without Cause shall mean a termination of the Executives
employment at his initiative following the occurrence, without the Executives
written consent, of one or more of the following events:

(i)a
reduction in Executives then current Annual Base Salary, unless such reduction
is made as part of and is generally consistent with a reduction of senior
executive salaries;

(ii)a
material diminution in Executives duties, title, responsibilities, authority
as President and Chief Development Officer or the assignment to Executive of
duties which are materially inconsistent with his duties or which materially
impair the Executives ability to function in his then current position; and

(iii)a
requirement by the Company that Executive move his residence.

(b)In
the event of a Constructive Termination Without Cause, Executive shall be
entitled to receive: (i) any
amounts earned, accrued or owing but not yet paid pursuant to Section 2
above; (ii) a lump sum severance payment in an aggregate amount equal to
(x) the lesser of one times (1x) Executives then-current Annual Base Salary or
the Base Salary due for the remainder of the Employment Term, plus (y) a
prorated portion of Executives then-current maximum Annual Bonus; and (iii) a
continuation of all Benefit Coverages for which Executive is eligible to
participate as of the date of termination in a fashion which is similar to
those which Executive is receiving immediately prior to the date of termination
for so long after such termination without cause as permitted under the
applicable insurance policy and by law. Amounts
payable and benefits to be received pursuant to subsections (i), (ii), and (iii) of
the preceding sentence will be collectively referred to herein as the Severance
Package.

5.5.Termination
for Convenience. Executive may
terminate this Agreement, at any time, with or without Cause, upon thirty (30)
days prior written notice to Parent and Company.

6.Non-Exclusivity
of Rights. Nothing in this Agreement shall prevent or limit Executives
continuing or future participation in or rights under any benefit, bonus,
incentive or other plan or program provided by the Company, Parent or any
affiliate of either of the foregoing and for which Executive may qualify;
provided, however, that if Executive becomes entitled to and receives all of
the payments provided for in this Agreement, Executive hereby waives his right
to

5

receive
payments under any severance plan or similar program applicable to all
employees of the Parent or Company.

7.Survivorship.
The respective rights and obligations of the parties hereunder shall survive
any termination of the Executives employment to the extent necessary to the
intended preservation of such rights and obligations.

8.Indemnification;
Insurance. The Company and Parent shall
indemnify Executive to the fullest extent allowed by applicable law pursuant to
an Indemnification Agreement substantially in the form attached hereto as Exhibit A,
as the same may be amended from time to time.
Executive shall be covered by the Parents and/or Companys director and
officer liability insurance, if any. In
addition, Company and Parent agree to defend, indemnify, and hold harmless
Executive from and against any claim, action, proceeding, liability, loss,
damage, cost, or expense, including, without limitation, attorneys fees,
arising out of or relating to any claim, proceeding or other action brought
against Executive by any employee of the Company and/or Parent and/or any of their
affiliated entities and any of their respective vendors, contract hospitals,
patients, consultants, contract physicians or any other third party with whom
the Company, Parent or any of their affiliated entities has or had a business
or patient relationship.

9.Confidentiality and
Proprietary Rights. If not already done so, concurrently with the
execution and delivery of this Agreement, Executive shall execute and
deliver to the Company the Companys standard form Confidentiality and
Assignment of Creative Works Agreement (the Confidentiality Agreement), a
copy of which is attached hereto as Exhibit B. The Confidentiality Agreement shall remain in
full force and effect in accordance with the terms thereof and shall survive
the termination of this Agreement.

10.Nonsolicitation. Executive understands and agrees that Parents
and Companys employees and customers and any information regarding Parents
and Companys employees and/or customers is confidential and constitutes trade
secrets. Accordingly, Executive agrees
that during the term of this Agreement, and for a period of one (1) year
following the termination of this Agreement, Executive will not, either
directly or indirectly, separately or in association with others: (a) interfere
with, impair, disrupt or damage Parents or Companys relationship with any of
its respective customers, customer prospects, vendors, contractors,
collaborators, joint venturers, partners, licensors, or licensees by soliciting
or encouraging others to solicit any of them for the purpose of diverting or
taking away business or opportunities from Parent or Company; or (b) interfere
with, impair, disrupt or damage Parents or Companys business by soliciting or
attempting to hire any of Parents or Companys employees or causing others to
solicit or encourage any of Parents or Companys employees to discontinue
their employment with Parent or Company; provided, however, that Executive
being named as a referral on the resume of a Parent or Company employee and
Executive responding to inquiries resulting therefrom shall not violate this
Agreement.

11.Nondisparagement. Executive agrees not to disparage, defame or
make any negative or critical public statements, whether verbally or in
writing, regarding the personal or business reputation, technology, products,
practices or conduct of Parent or Company or any of Parents or Companys
officers or directors. In addition,
except as required by law, Executive shall not make

6

any public statements
regarding Parent or Company without the prior written approval of the Parent Board. Likewise, Parent and Company agree that their
respective officers and directors will not disparage, defame or make negative
or critical statements, written or oral, regarding the personal or business
reputation, practices or conduct of Executive.

12.Injunctive Relief. Executive acknowledges that Executives
breach of the covenants contained in Sections 9-11, inclusive, would cause
irreparable injury to Parent and Company and agrees that in the event of any
such breach, Parent and Company shall be entitled to seek temporary,
preliminary and permanent injunctive relief without the necessity of proving
actual damages or posting any bond or other security.

13.Release. Receipt of the Severance Package pursuant hereto
shall be in lieu of all other amounts payable by the Parent and Company to
Executive and shall be received by Executive in settlement and complete release
of all claims Executive may have against the Parent and Company other than
those arising pursuant to payment of the Severance Package. Executive acknowledges and agrees that
execution of the general release of claims in favor of the Parent and Company
setting forth the terms of this Section 13 and otherwise reasonably
acceptable to the Parent and Company and Executive shall be a condition
precedent to the Parents and Companys obligation to pay the Severance Package
to Executive. The cash portion of the
Severance Package shall be due and payable by the Parent or Company within thirty
(30) days after the date of termination.

14.Mitigation.
There shall be no offset against amounts due to Executive under this Agreement
on account of any remuneration attributable to any subsequent employment that
he may obtain.

15.Arbitration;
Expenses.

(a)In
the event of any dispute under the provisions of this Agreement other than a
dispute in which the sole relief sought is an equitable remedy such as an
injunction, the parties shall be required to have the dispute, controversy or
claim settled by binding arbitration in the City of Chicago, Illinois in
accordance with the commercial arbitration rules then in effect of the
American Arbitration Association, before a panel of three arbitrators, two of
whom shall be selected by the Parent and Executive, respectively, and the third
of whom shall be selected by the other two arbitrators. Any award entered by the arbitrators shall be
final, binding and nonappealable and judgment may be entered thereon by either
party in accordance with applicable law in any court of competent jurisdiction.
This arbitration provision shall be specifically enforceable. The fees of the American Arbitration
Association and the arbitrators and any expenses relating to the conduct of the
arbitration (including reasonable attorneys fees and expenses) shall be paid
as determined by the arbitrators.

(b)In
the event of an arbitration or lawsuit by either party to enforce the provisions
of this Agreement, if Executive prevails on any material issue which is the
subject of such arbitration or lawsuit, he shall be entitled to recover from
the Parent or Company the reasonable costs, expenses and attorneys fees he has
incurred attributable to such issue.

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16.General
Provisions.

16.1.Notices. Any notice required to be given hereunder
shall be delivered personally, shall be sent by first class mail, postage
prepaid, return receipt requested, by overnight courier, or by facsimile, to
the respective parties at the addresses given below, which addresses may be
changed by the parties by notice conforming to the requirements of this
Agreement.

Any such notice deposited
in the mail shall be conclusively deemed delivered to and received by the
addressee four (4) days after deposit in the mail, if all of the foregoing
conditions of notice shall have been satisfied. All facsimile communications
shall be deemed delivered and received on the date of the facsimile, if (a) the
transmittal form showing a successful transmittal is retained by the sender,
and (b) the facsimile communication is followed by mailing a copy thereof
to the addressee of the facsimile in accordance with this paragraph. Any
communication sent by overnight courier shall be deemed delivered on the
earlier of proof of actual receipt or the first day upon which the overnight
courier will guarantee delivery.

16.2.Contents
of Agreement; Amendment and Assignment.

(a)This
Agreement supersedes all prior agreements, including, without limitation, the
Prior Agreement, and sets forth the entire understanding between the parties
hereto with respect to the subject matter hereof and cannot be changed,
modified, extended or terminated except upon written amendment approved by the
Company and Parent and executed on their behalf by a duly authorized
officer. The parties acknowledge and
agree that the Company shall remain Executives employer hereunder and shall be
directly responsible for any payments due to Executive hereunder and that
Parent agrees to be bound by the terms and conditions of this Agreement as well.

(b)All
of the terms and provisions of this Agreement shall be binding upon and inure
to the benefit of and be enforceable by the respective heirs, executors,
administrators, legal representatives, successors and assigns of the parties
hereto, except that the duties and responsibilities of Executive hereunder are
of a personal nature and shall not be assignable or delegable in whole or in
part by Executive.

8

16.3.Severability.
If any provision of this Agreement or application thereof to anyone or under
any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction,
such invalidity or unenforceability shall not affect any other provision or
application of this Agreement which can be given effect without the invalid or
unenforceable provision or application and shall not invalidate or render
unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or
unenforceable with respect to particular circumstances, it shall nevertheless
remain in full force and effect in all other circumstances.

16.4.Remedies
Cumulative; No Waiver. No remedy conferred upon a party by this Agreement
is intended to be exclusive of any other remedy, and each and every such remedy
shall be cumulative and shall be in addition to any other remedy given
hereunder or now or hereafter existing at law or in equity. No delay or omission by a party in exercising
any right, remedy or power hereunder or existing at law or in equity shall be
construed as a waiver thereof, and any such right, remedy or power may be
exercised by such party from time to time and as often as may be deemed
expedient or necessary by such party in its sole discretion.

16.5.Beneficiaries;
References. Executive shall be
entitled, to the extent permitted under any applicable law, to select and
change a beneficiary or beneficiaries to receive any compensation or benefit
payable hereunder following Executives death by giving the Parent and Company
written notice thereof. In the event of
Executives death or a judicial determination of his incompetence, reference in
this Agreement to Executive shall be deemed, where appropriate, to refer to his
beneficiary, estate or other legal representative.

16.6.Captions.
All section headings and captions used in this Agreement are for
convenience only and shall in no way define, limit, extend or interpret the
scope of this Agreement or any particular section hereof.

16.7.Executed
Counterparts. This Agreement may be executed in one or more counterparts,
all of which when fully-executed and delivered by all parties hereto and taken
together shall constitute a single agreement, binding against each of the
parties. To the maximum extent permitted by law or by any applicable
governmental authority, any document may be signed and transmitted by facsimile
with the same validity as if it were an ink-signed document. Each signatory below represents and warrants
by his signature that he is duly authorized (on behalf of the respective entity
for which such signatory has acted) to execute and deliver this instrument and
any other document related to this transaction, thereby fully binding each such
respective entity.

16.8.Governing
Law. This Agreement shall be governed by and interpreted under the laws of
the State of Delaware without giving effect to any conflict of laws provisions.

THE PARTIES TO THIS
AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY
PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT
ON THE DATES SHOWN BELOW.

[Remainder of Page Intentionally Left Blank]

9

IN WITNESS WHEREOF, the undersigned, intending to be
legally bound, have executed this Agreement as of the date first above written.